Common use of Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings Clause in Contracts

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly as practicable following the date of this Agreement, Continental and United shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement, and Continental and United shall jointly prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of Continental and United shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of United and Continental shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United and Continental shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand. Each of United and Continental shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of United and Continental (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by the other. Each of United and Continental shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of United Common Stock constituting Merger Consideration for offering or sale in any jurisdiction, and each of United and Continental shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Sky” laws and the rules and regulations thereunder in connection with the Merger, the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans as may be reasonably requested in connection with any such action.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly soon as practicable following the date of this Agreement, Continental MWV and United RockTenn shall jointly prepare prepare, and RockTenn shall cause TopCo to be filed file with the SEC SEC, the Joint Proxy Statement, and Continental and United RockTenn shall jointly prepare and cause TopCo to be filed file with the SEC the Form S-4, in which the Joint Proxy Statement will shall be included as a prospectus. Each of MWV, RockTenn and each of Continental and United TopCo shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each MWV, RockTenn and TopCo shall, as promptly as practicable after receipt thereof, provide the other party copies of United any written comments and Continental shall furnish all information concerning such Person and its Affiliates advise the other party of any oral comments, with respect to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United and Continental shall promptly notify the other upon the receipt of any comments received from the SEC SEC. TopCo shall, and RockTenn shall cause TopCo to, provide MWV with a reasonable opportunity to review and comment on any amendment or any request from the SEC for amendments or supplements supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without the approval of both MWV and RockTenn, which approval shall provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand. Each of United and Continental shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC not be unreasonably withheld or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and provided, further, that this approval right shall not apply with respect to information relating to a MWV Subsequent Determination or a RockTenn Subsequent Determination. Notwithstanding the foregoing, prior MWV shall use reasonable best efforts to filing the Form S-4 (or any amendment or supplement thereto) or mailing cause the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of be mailed to MWV’s stockholders, and RockTenn shall use reasonable best efforts to cause the SEC with respect theretoJoint Proxy Statement to be mailed to RockTenn’s shareholders, in each of United case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. TopCo shall, and Continental (i) RockTenn shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by the other. Each of United and Continental shall cause TopCo to, advise the other, MWV promptly after receipt of it receives notice thereof, of the time of effectiveness of when the Form S-4S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order relating order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the suspension SEC for additional information. If at any time prior to the Effective Time any information relating to MWV, RockTenn, TopCo, or any of their respective affiliates, officers or directors, should be discovered by MWV, RockTenn or TopCo that should be set forth in an amendment or supplement to any of the qualification Form S-4 or the Joint Proxy Statement, so that any of United Common Stock constituting Merger Consideration for offering such documents would not include any misstatement of a material fact or sale omit to state any material fact necessary to make the statements therein, in any jurisdictionlight of the circumstances under which they were made, and each of United and Continental shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Actmisleading, the Exchange Act, any applicable foreign party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or state securities or “Blue Sky” laws and the rules and regulations thereunder in connection supplement describing such information shall be promptly filed with the MergerSEC and, the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans as may be reasonably requested in connection with any such actionextent required by law, disseminated to the stockholders of MWV and RockTenn.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly as practicable following after the date of this Agreement, Continental (i) Parent and United the Company shall jointly prepare and cause to be filed shall file with the SEC the joint proxy statement to be sent to the stockholders of Parent relating to the Parent Stockholders Meeting and to the stockholders of the Company relating to the Company Stockholders Meeting (such proxy statement, together with any amendments or supplements thereto, the “Joint Proxy Statement, ”) and Continental and United (ii) Parent shall jointly prepare and cause to be filed file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Stock to be issued in the Merger. The respective Parties will cause the Joint Proxy Statement and each the Form S-4 to comply as to form in all material respects with the applicable provisions of Continental the Securities Act and United the Exchange Act. Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling (including by responding to comments of the SEC), to keep the Form S-4 effective as long as is necessary to consummate the Merger and the other transactions contemplated hereby and Parent shall take all actions reasonably required to be taken under any applicable state securities Laws in connection with the Parent Stock Issuance. Each of United Parent and Continental the Company shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statement. The Form S-4 and Joint Proxy Statement Each Party shall include all information reasonably requested by such other party to be included therein. Each of United and Continental shall promptly notify the other upon promptly of the time when the Form S-4 has become effective, of the issuance of any stop order or suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request from by the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement or the Form S-4 or Joint Proxy Statement for additional information and shall provide the supply each other with copies of all correspondence between it and or any of its Representatives, on the one hand, and the SECSEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger. Each of United and Continental Party shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC or its staff with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing Statement or the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of United and Continental (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by the other. Each of United and Continental shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of United Common Stock constituting Merger Consideration for offering or sale in any jurisdiction, and each of United and Continental shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities ActNo filing of, or amendment or supplement to, the Exchange ActForm S-4 will be made by Parent, and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by Parent or the Company, in each case without providing the other Party with a reasonable opportunity to review and comment thereon. If at any applicable foreign time prior to the Effective Time any information relating to Parent or the Company or any of their respective Affiliates, directors or officers, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state securities any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Party that discovers such information shall promptly notify the other Parties hereto and an appropriate amendment or “Blue Sky” laws supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Parent and the rules and regulations thereunder in connection with the Merger, the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans as may be reasonably requested in connection with any such actionCompany.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly soon as practicable following the date of this Agreement, Continental Starwood and United Marriott shall jointly prepare prepare, and cause to be filed Marriott shall file with the SEC the Joint Proxy StatementSEC, and Continental and United shall jointly prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement will shall be included as a prospectus, . Each of Starwood and each of Continental and United Marriott shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of United Starwood and Continental shall furnish all information concerning such Person and its Affiliates to the otherMarriott shall, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United and Continental shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand. Each of United and Continental shall use its reasonable best efforts to respond as promptly as practicable to after receipt thereof, provide the other party copies of any written comments from and advise the SEC other party of any oral comments, with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of received from the SEC with respect thereto, each of United and Continental (i) SEC. Marriott shall provide the other an Starwood with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 prior to filing such document with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or response supplement (including by incorporation by reference) to the proposed final version Joint Proxy Statement or the Form S-4 shall be made without the approval of such document both Starwood and Marriott, which approval shall not be unreasonably withheld, conditioned or response) delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and (ii) provided further, that this approval right shall include not apply with respect to information relating to a Starwood Adverse Recommendation Change or a Marriott Adverse Recommendation Change. Starwood shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Starwood’s stockholders, and Marriott shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Marriott’s stockholders, in such document or response all comments reasonably proposed by each case as promptly as practicable after the otherForm S-4 is declared effective under the Securities Act. Each of United and Continental Marriott shall advise the other, Starwood promptly after receipt of it receives notice thereof, of the time of effectiveness of when the Form S-4S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order relating order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the suspension SEC for additional information. If at any time prior to the Initial Holdco Merger Effective Time any information relating to Starwood, Marriott or any of their respective affiliates, officers or directors, should be discovered by Starwood or Marriott that should be set forth in an amendment or supplement to any of the qualification Form S-4 or the Joint Proxy Statement, so that any of United Common Stock constituting Merger Consideration for offering such documents would not include any misstatement of a material fact or sale omit to state any material fact necessary to make the statements therein, in any jurisdictionlight of the circumstances under which they were made, and each of United and Continental shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Actmisleading, the Exchange Act, any applicable foreign party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or state securities or “Blue Sky” laws and the rules and regulations thereunder in connection supplement describing such information shall be promptly filed with the MergerSEC and, the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans as may be reasonably requested in connection with any such actionextent required by law, disseminated to the stockholders of Starwood and Marriott.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date of this Agreement, Continental CenturyLink and United Qwest shall jointly prepare and cause to be filed with the SEC a joint proxy statement to be sent to the shareholders of CenturyLink and the stockholders of Qwest relating to the CenturyLink Shareholders Meeting and the Qwest Stockholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement, ”) and Continental and United CenturyLink shall jointly prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of Continental CenturyLink and United Qwest shall use its their respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. Each of United Qwest and Continental CenturyLink shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The , and the Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United Qwest and Continental CenturyLink shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of United Qwest and Continental CenturyLink shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of United Qwest and Continental CenturyLink (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and ), (ii) shall include consider in such document or response good faith all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed. Each of United Qwest and Continental CenturyLink shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of United Common Stock constituting the Merger Consideration for offering or sale in any jurisdiction, and each of United Qwest and Continental CenturyLink shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United Each of Qwest and CenturyLink shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Skyblue sky” laws and the rules and regulations thereunder in connection with the Merger, Merger and the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans as may be reasonably requested in connection with any such actionConsideration.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly as practicable following the date of this Agreement, Continental Biovail and United Valeant shall jointly prepare and cause to be filed with the SEC and pursuant to Canadian Securities Laws a joint proxy statement to be sent to the stockholders of each of Biovail and Valeant relating to the Biovail Stockholders Meeting and the Valeant Stockholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement, ”) and Continental and United Biovail shall jointly prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of Continental Biovail and United Valeant shall use its their respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of United Valeant and Continental Biovail shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The , and the Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United Valeant and Continental Biovail shall promptly notify the other upon the receipt of any comments from the SEC or the Canadian Securities Authorities or any request from the SEC or the Canadian Securities Authorities for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SECSEC or the Canadian Securities Authorities, on the other hand. Each of United Valeant and Continental Biovail shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC or the Canadian Securities Authorities with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC or the Canadian Securities Authorities with respect thereto, each of United Valeant and Continental Biovail (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and ), (ii) shall include consider in such document or response good faith all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the SEC or the Canadian Securities Authorities prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed. Each of United Valeant and Continental Biovail shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of United Common Stock constituting the Merger Consideration for offering or sale in any jurisdiction, and each of United Valeant and Continental Biovail shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United Each of Valeant and Biovail shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Skyblue sky” laws and the rules and regulations thereunder in connection with the Merger, Merger and the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans as may be reasonably requested in connection with any such actionConsideration.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly as practicable following after the date execution of this Agreement, Continental (i) Parent and United the Company shall jointly prepare and cause to be filed file with the SEC the joint proxy statement (as amended or supplemented from time to time, the “Joint Proxy Statement, and Continental and United shall jointly prepare and cause ”) to be filed sent to the stockholders of Parent relating to the meeting of Parent’s stockholders (the “Parent Stockholders’ Meeting”) to be held to consider adoption of this Agreement and the Parent Share Issuance and to the stockholders of the Company relating to the meeting of the Company’s stockholders (the “Company Stockholders’ Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, the “Form S-4”), in which the Joint Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Stock to be issued in the Merger. Each of Parent and each of Continental and United the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling (including by responding to comments of the SEC), and, prior to the effective date of the Form S-4, Parent shall take all action reasonably required to be taken under any applicable state securities Laws in connection with the Parent Share Issuance. Each of United Parent and Continental the Company shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statement. The As promptly as practicable after the Form S-4 shall have become effective, each of Parent and the Company shall use its reasonable best efforts to cause the Joint Proxy Statement shall include all information reasonably requested to be mailed to its respective stockholders. No filing of, or amendment or supplement to, the Form S-4 will be made by such Parent, and no filing of, or amendment or supplement to, the Joint Proxy Statement will made by Parent or the Company, in each case without providing the other party a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be included discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein. Each , in light of United and Continental the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other upon parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Parent and the Company. The parties shall notify each other promptly of the time when the Form S-4 has become effective, of the issuance of any stop order or suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request from by the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement or the Form S-4 or Joint Proxy Statement for additional information and shall provide the supply each other with copies of all correspondence between it and any of its Representatives, on the one hand, and the SECSEC or its staff, on the other hand. Each of United and Continental shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC , with respect to the Joint Proxy Statement, the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of United and Continental (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by the other. Each of United and Continental shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of United Common Stock constituting Merger Consideration for offering or sale in any jurisdiction, and each of United and Continental shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Sky” laws and the rules and regulations thereunder in connection with the Merger, the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans as may be reasonably requested in connection with any such action.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly as practicable following after the date execution of this Agreement, Continental (i) Parent and United the Company shall jointly prepare and cause to be filed Parent and the Company, as applicable, shall file with the SEC the Joint Proxy Statement, and Continental and United shall jointly prepare and cause Statement to be filed sent to the stockholders of Parent relating to the Parent Stockholders Meeting and to the stockholders of the Company relating to the Company Stockholders Meeting and (ii) Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each in connection with the registration under the Securities Act of Continental and United the Parent Common Stock to be issued in the Merger. Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling (including by responding to comments of the SEC), and, prior to the effective date of the Form S-4, Parent shall take all action reasonably required to be taken under any applicable state securities Laws in connection with the Parent Stock Issuance. Each of United Parent and Continental the Company shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested by the other in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statement. The As promptly as practicable after the Form S-4 shall have become effective, each of Parent and the Company shall use its reasonable best efforts to cause the Joint Proxy Statement shall include all information reasonably requested by such other party to be included mailed to its respective stockholders. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by Parent or the Company, in each case without providing the other Party with a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to Parent or the Company or any of their respective Affiliates, directors or officers, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein. Each , in light of United and Continental the circumstances under which they are made, not misleading, the Party that discovers such information shall promptly notify the other upon Parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Parent and the Company. Each Party shall notify the other promptly of the time when the Form S-4 has become effective, of the issuance of any stop order or suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request from by the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement or the Form S-4 or Joint Proxy Statement for additional information and shall provide the supply each other with copies of all correspondence between it and or any of its Representatives, on the one hand, and the SECSEC or its staff, on the other hand. Each of United and Continental shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC , with respect to the Joint Proxy Statement, the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of United and Continental (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by the other. Each of United and Continental shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of United Common Stock constituting Merger Consideration for offering or sale in any jurisdiction, and each of United and Continental shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Sky” laws and the rules and regulations thereunder in connection with the Merger, the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans as may be reasonably requested in connection with any such action.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly as practicable after the execution of this Agreement (but in any event, no more than sixty (60) days following the date of this Agreementhereof, Continental unless the Parties otherwise agree to another time period), (i) Parent and United the Company shall jointly prepare and cause to be filed Parent and the Company, as applicable, shall file with the SEC the Joint Proxy StatementStatement to be sent to the stockholders of Parent relating to the Parent Stockholders Meeting and to the stockholders of the Company relating to the Company Stockholders Meeting and (ii) Parent shall prepare (with the Company’s reasonable cooperation) and consider the Company’s comments in good faith, and Continental and United shall jointly prepare and cause to be filed file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each in connection with the registration under the Securities Act of Continental and United the Parent Common Stock to be issued in the Merger. Parent shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of United and Continental shall furnish all information concerning such Person and its Affiliates filing (including by responding to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution comments of the Form S-4 and Joint Proxy Statement. The Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United and Continental shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its RepresentativesSEC), on one hand, and the SEC, on the other hand. Each of United and Continental shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoingand, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of United and Continental (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by the other. Each of United and Continental shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness effective date of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of United Common Stock constituting Merger Consideration for offering or sale in any jurisdiction, and each of United and Continental Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United shall also take any other all action reasonably required (other than qualifying to do business in any jurisdiction in which it is not now so qualifiedqualified or filing a general consent to service of process in any such jurisdiction) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Sky” laws and the rules and regulations thereunder Laws in connection with the Merger, the issuance Parent Stock Issuance. Each of the Merger Consideration Company and the issuance of United Common Stock under the Continental Stock Plans. Continental Parent shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans as may be reasonably requested by the other in connection with any such actionaction and the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statement. As promptly as practicable after the Form S-4 shall have become effective, each of Parent and the Company shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to its respective stockholders. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by Parent or the Company, in each case without providing the other Party with a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to Parent or the Company or any of their respective Affiliates, directors or officers, should be discovered by Parent or the Company which should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the Party that discovers such information shall promptly notify the other Parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Parent and the Company. Each Party shall notify the other promptly of the time when the Form S-4 has become effective, of the issuance of any stop order or suspension of the qualification of the Parent Common Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between it or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Mergers and shall consider each other Party’s comments in good faith.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date of this Agreement, Continental Cedar and United Pine shall jointly prepare and cause to be filed with the SEC a joint proxy statement to be sent to the shareholders of Cedar and the stockholders of Pine relating to the Cedar Shareholders Meeting and the Pine Stockholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement, ”) and Continental and United Cedar shall jointly prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of Continental Cedar and United Pine shall use its their respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filing. Each of United Pine and Continental Cedar shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The , and the Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United Pine and Continental Cedar shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of United Pine and Continental Cedar shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of United Pine and Continental Cedar (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and ), (ii) shall include in such document or response all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed. Each of United Pine and Continental Cedar shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of United Common Stock constituting the Merger Consideration for offering or sale in any jurisdiction, and each of United Pine and Continental Cedar shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United Each of Pine and Cedar shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Skyblue sky” laws and the rules and regulations thereunder in connection with the Merger, Merger and the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans as may be reasonably requested in connection with any such actionConsideration.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly as practicable following the date of this Agreement, Continental DigitalGlobe and United GeoEye shall jointly prepare and cause to be filed with the SEC a joint proxy statement to be sent to the stockholders of each of DigitalGlobe and GeoEye relating to the DigitalGlobe Stockholders Meeting and the GeoEye Stockholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement, ”) and Continental and United DigitalGlobe shall jointly prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of Continental DigitalGlobe and United GeoEye shall use its their respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of United GeoEye and Continental DigitalGlobe shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The , and the Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United GeoEye and Continental DigitalGlobe shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of United GeoEye and Continental DigitalGlobe shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of United GeoEye and Continental DigitalGlobe (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and ), (ii) shall include consider in such document or response good faith all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed. Each of United GeoEye and Continental DigitalGlobe shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of United Common Stock constituting the Merger Consideration for offering or sale in any jurisdiction, and each of United GeoEye and Continental DigitalGlobe shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United Each of GeoEye and DigitalGlobe shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Skyblue sky” laws and the rules and regulations thereunder in connection with the Merger, Merger and the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans as may be reasonably requested in connection with any such actionConsideration.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly as practicable following the date of this Agreement, Continental Parent and United the Company shall jointly prepare prepare, and cause to be filed Parent shall file with the SEC the Joint Proxy StatementSEC, and Continental and United shall jointly prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, . Each of Parent and each the Company shall cooperate in the preparation and filing of Continental the Form S-4 and United Joint Proxy Statement. The Company and Parent shall provide the other with the opportunity to review and comment on such documents prior to their filing with the SEC. Each of Parent and the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as necessary to consummate the Merger and the Subsequent Merger. Each of United Parent and Continental the Company shall furnish all information concerning such Person and its Affiliates use reasonable best efforts to cause to be delivered to the otherother a “comfort letter” of its independent auditors, and provide such other assistance, as may be reasonably requested in connection with dated the preparation, filing and distribution of date that is two (2) Business Days prior to the date on which the Form S-4 and Joint Proxy Statementbecomes effective. The Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United and Continental shall promptly notify the other upon the receipt of any comments from the SEC No filing of, or any request from the SEC for amendments amendment or supplements to supplement to, the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand. Each of United and Continental shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement will be made by Parent or the Company, as applicable, without the other’s prior consent (which shall not be unreasonably withheld, delayed or any amendment or supplement theretoconditioned) or responding to any comments of the SEC with respect thereto, each of United and Continental (i) shall provide without providing the other an the opportunity to review and comment on such document thereon. Parent or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by the other. Each of United and Continental shall Company, as applicable, will advise the other, other promptly after receipt of it receives oral or written notice thereof, of the time of effectiveness of when the Form S-4S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order relating thereto or order, the suspension of the qualification of United the Parent Common Stock constituting issuable in connection with the Merger Consideration for offering or sale in any jurisdiction, or any oral or written request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and each responses thereto or requests by the SEC for additional information, and will promptly provide the other with copies of United any written communication from the SEC or any state securities commission. If at any time prior to the Effective Time any information relating to Parent or the Company, or any of their respective Affiliates, officers or directors, is discovered by Parent or the Company which should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party which discovers such information shall promptly notify the other party and Continental an appropriate amendment or supplement describing such information shall use its be promptly filed with the SEC, after the other party has had a reasonable best efforts opportunity to have any such stop order or suspension liftedreview and comment thereon, reversed or otherwise terminatedand, to the extent required by applicable Law, disseminated to the respective stockholders of Parent and the Company. United shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required Parent will cause the Joint Proxy Statement to be taken mailed to Parent’s stockholders, and the Company will cause the Joint Proxy Statement to be mailed to the Company’s stockholders, in each case as promptly as reasonably practicable after the Form S-4 is declared effective under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Sky” laws and the rules and regulations thereunder in connection with the Merger, the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans as may be reasonably requested in connection with any such action.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly soon as practicable following the date of this AgreementAgreement (but in accordance with Section 6.1(a) of the UTC Disclosure Letter), Continental (i) Raytheon and United UTC shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement, and Continental and United shall jointly prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement will shall be included as a prospectus, and UTC shall file the Form S-4 with the SEC, and (ii) UTC shall cause each of Continental Carrier SpinCo and United Xxxx SpinCo to prepare and file with or submit to the SEC, a registration statement on Form 10 (which may be in draft form) for each of the Distributions (if the Distribution is effected in compliance with Staff Legal Bulletin No. 4 issued by the SEC) or on Form S-1 (if the conditions described in Staff Legal Bulletin No. 4 issued by the SEC are not expected to be satisfied or if UTC otherwise so determines in response to the request or requirement of the SEC), in each case to register under the Exchange Act or the Securities Act, as applicable, the common stock to be distributed in each of the Distributions (together with any amendments or supplements thereto, the “SpinCo Registration Statements”). Each of Raytheon and UTC shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of United Raytheon and Continental shall furnish all information concerning such Person and its Affiliates to the otherUTC shall, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United and Continental shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand. Each of United and Continental shall use its reasonable best efforts to respond as promptly as practicable to after receipt thereof, provide the other party copies of any written comments from and advise the SEC other party of any oral comments, with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of received from the SEC with respect thereto, each of United SEC. UTC and Continental (i) Raytheon shall cooperate and provide the other an parties with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Joint Proxy Statement prior to filing such document with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or response supplement (including by incorporation by reference) to the proposed final version Form S-4 or the Joint Proxy Statement shall be made without the approval of such document both Raytheon and UTC, which approval shall not be unreasonably withheld, conditioned or response) delayed; provided that, with respect to documents filed by a party that are incorporated by reference in the Form S-4 or the Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and (ii) provided, further, that this approval right shall include not apply with respect to information relating to a Raytheon Recommendation Change or a UTC Recommendation Change. Raytheon shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Raytheon’s stockholders, and UTC shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to UTC’s stockholders, in such document or response all comments reasonably proposed by each case as promptly as practicable after the otherForm S-4 is declared effective under the Securities Act. Each of United and Continental party shall advise the otherother parties, promptly after receipt of it receives notice thereof, of the time of effectiveness when each of the Form S-4S-4 and each SpinCo Registration Statement has become effective, of the time when any supplement or amendment to the Form S-4 has been filed, of the issuance of any stop order relating with respect to the Form S-4 or either SpinCo Registration Statement, or of any request by the SEC for amendment of the Form S-4 or the Joint Proxy Statement or comments on the Form S-4 or the Joint Proxy Statement and responses thereto or requests by the suspension SEC for additional information relating thereto. If at any time prior to the Effective Time any information relating to Raytheon, UTC or any of their respective affiliates, officers or directors, should be discovered by Raytheon or UTC that should be set forth in an amendment or supplement to any of the qualification of United Common Stock constituting Merger Consideration for offering Form S-4 or sale in any jurisdiction, and each of United and Continental shall use its reasonable best efforts to have the Joint Proxy Statement so that any such stop order document would not include any misstatement of a material fact or suspension liftedomit to state any material fact necessary to make the statements therein, reversed or otherwise terminated. United shall also take any other action (other than qualifying to do business in any jurisdiction in light of the circumstances under which it is they were made, not now so qualified) required to be taken under the Securities Actmisleading, the Exchange Act, any applicable foreign party that discovers such information shall promptly notify the other party and an appropriate amendment or state securities or “Blue Sky” laws and the rules and regulations thereunder in connection supplement describing such information shall be promptly filed with the MergerSEC and, the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans as may be reasonably requested in connection with any such actionextent required by Applicable Law, disseminated to the stockholders of Raytheon and UTC.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly soon as practicable following the date of this Agreement, Continental the Company and United Parent shall jointly prepare and cause to be filed file with the SEC a joint proxy statement (the “Joint Proxy Statement, ”) in preliminary form and Continental and United Parent shall jointly prepare and cause to be filed file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of Continental the Company and United Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of the Company and Parent shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of United and Continental shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United and Continental shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand. Each of United and Continental shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of United and Continental (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by the other. Each of United and Continental shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of United Common Stock constituting Merger Consideration for offering or sale in any jurisdiction, and each of United and Continental shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United Parent shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Sky” laws and the rules and regulations thereunder in connection with the Merger, the issuance of Parent Common Stock in the Merger Consideration and under the Company Stock Plan and the issuance of United Common Stock under the Continental Stock Plans. Continental Company shall furnish all information concerning Continental the Company and the holders of the Continental Company Common Stock and rights to acquire Continental Company Common Stock pursuant to the Continental Company Stock Plans Plan as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly soon as practicable following the date of this Agreement, Continental the Company and United Parent shall jointly prepare and cause to be filed file with the SEC a joint proxy statement (the “Joint Proxy Statement, ”) in preliminary form and Continental and United Parent shall jointly prepare and cause to be filed file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of Continental the Company and United Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of the Company and Parent shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of United and Continental shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United and Continental shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand. Each of United and Continental shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of United and Continental (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by the other. Each of United and Continental shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of United Common Stock constituting Merger Consideration for offering or sale in any jurisdiction, and each of United and Continental shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United Parent shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Sky” laws and the rules and regulations thereunder in connection with the Merger, the issuance of Parent Common Stock in the Merger Consideration and under the Company Stock Plans and the issuance of United Common Stock under the Continental Stock Plans. Continental Company shall furnish all information concerning Continental the Company and the holders of the Continental Company Common Stock and rights to acquire Continental Company Common Stock pursuant to the Continental Company Stock Plans as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly as practicable following the date of this Agreement, Continental Stanley and United Black & Decker shall jointly prepare and cause to be filed with the SEC a joint proxy statement to be sent to the shareholders of Stanley and the stockholders of Black & Decker relating to the Stanley Shareholders Meeting and the Black & Decker Stockholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement, ”) and Continental Stanley and United Black & Decker shall jointly prepare and Stanley shall cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of Continental Stanley and United Black & Decker shall use its their respective commercially reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of United Black & Decker and Continental Stanley shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The , and the Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Stanley shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Stanley Common Stock in the Merger and under the Black & Decker Stock Plans, and each of Stanley and Black & Decker shall furnish all information concerning itself, its Affiliates and the holders of Stanley Capital Stock (and rights to acquire Stanley Capital Stock pursuant to Black & Decker Stock Plans or Stanley Stock Plans, as applicable) as may be reasonably requested in connection therewith. Each of United Black & Decker and Continental Stanley shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of United Black & Decker and Continental Stanley shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of United Black & Decker and Continental Stanley (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and ), (ii) shall include in such document or response all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed. Each of United Black & Decker and Continental Stanley shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of United Common Stock constituting the Merger Consideration for offering or sale in any jurisdiction, and each of United Black & Decker and Continental Stanley shall use its commercially reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United Each of Black & Decker and Stanley shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Skyblue sky” laws and the rules and regulations thereunder in connection with the Merger, Merger and the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans as may be reasonably requested in connection with any such actionConsideration.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly as practicable following the date of this Agreement, Continental Stanley and United Black & Decker shall jointly prepare and cause to be filed with the SEC a joint proxy statement to be sent to the shareholders of Stanley and the stockholders of Black & Decker relating to the Stanley Shareholders Meeting and the Black & Decker Stockholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement, ”) and Continental Stanley and United Black & Decker shall jointly prepare and Stanley shall cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of Continental Stanley and United Black & Decker shall use its their respective commercially reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of United Black & Decker and Continental Stanley shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The , and the Form S-4 and Joint Proxy Statement shall include all information reasonably 55 requested by such other party to be included therein. Stanley shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Stanley Common Stock in the Merger and under the Black & Decker Stock Plans, and each of Stanley and Black & Decker shall furnish all information concerning itself, its Affiliates and the holders of Stanley Capital Stock (and rights to acquire Stanley Capital Stock pursuant to Black & Decker Stock Plans or Stanley Stock Plans, as applicable) as may be reasonably requested in connection therewith. Each of United Black & Decker and Continental Stanley shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of United Black & Decker and Continental Stanley shall use its commercially reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of United Black & Decker and Continental Stanley (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and ), (ii) shall include in such document or response all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed. Each of United Black & Decker and Continental Stanley shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of United Common Stock constituting the Merger Consideration for offering or sale in any jurisdiction, and each of United Black & Decker and Continental Stanley shall use its commercially reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United Each of Black & Decker and Stanley shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Skyblue sky” laws and the rules and regulations thereunder in connection with the Merger, Merger and the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans as may be reasonably requested in connection with any such actionConsideration.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date of this Agreement, Continental Live Nation and United Ticketmaster shall jointly prepare and cause to be filed with the SEC a joint proxy statement to be sent to the stockholders of each of Live Nation and Ticketmaster relating to the Live Nation Stockholders Meeting and the Ticketmaster Stockholders Meeting (together with any amendments or supplements thereto, the "Joint Proxy Statement, ") and Continental and United Live Nation shall jointly prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of Continental Live Nation and United Ticketmaster shall use its their respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Each of United Ticketmaster and Continental Live Nation shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The , and the Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United Ticketmaster and Continental Live Nation shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of United Ticketmaster and Continental Live Nation shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of United Ticketmaster and Continental Live Nation (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and ), (ii) shall include in such document or response all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed. Each of United Ticketmaster and Continental Live Nation shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of United Common Stock constituting the Merger Consideration for offering or sale in any jurisdiction, and each of United Ticketmaster and Continental Live Nation shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United Each of Ticketmaster and Live Nation shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Sky” "blue sky" laws and the rules and regulations thereunder in connection with the Merger, Merger and the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans as may be reasonably requested in connection with any such actionConsideration.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly soon as practicable following the date of this AgreementOriginal Signing Date, Continental MWV and United RockTenn shall jointly prepare prepare, and RockTenn shall cause TopCo to be filed file with the SEC SEC, the Joint Proxy Statement, and Continental and United RockTenn shall jointly prepare and cause TopCo to be filed file with the SEC the Form S-4, in which the Joint Proxy Statement will shall be included as a prospectus. Each of MWV, RockTenn and each of Continental and United TopCo shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each MWV, RockTenn and TopCo shall, as promptly as practicable after receipt thereof, provide the other party copies of United any written comments and Continental shall furnish all information concerning such Person and its Affiliates advise the other party of any oral comments, with respect to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United and Continental shall promptly notify the other upon the receipt of any comments received from the SEC SEC. TopCo shall, and RockTenn shall cause TopCo to, provide MWV with a reasonable opportunity to review and comment on any amendment or any request from the SEC for amendments or supplements supplement to the Form S-4 prior to filing such with the SEC, and with a copy of all such filings made with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 shall be made without the approval of both MWV and RockTenn, which approval shall provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand. Each of United and Continental shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC not be unreasonably withheld or delayed; provided that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and provided, further, that this approval right shall not apply with respect to information relating to a MWV Subsequent Determination or a RockTenn Subsequent Determination. Notwithstanding the foregoing, prior MWV shall use reasonable best efforts to filing the Form S-4 (or any amendment or supplement thereto) or mailing cause the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of be mailed to MWV’s stockholders, and RockTenn shall use reasonable best efforts to cause the SEC with respect theretoJoint Proxy Statement to be mailed to RockTenn’s shareholders, in each of United case as promptly as practicable after the Form S-4 is declared effective under the Securities Act. TopCo shall, and Continental (i) RockTenn shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by the other. Each of United and Continental shall cause TopCo to, advise the other, MWV promptly after receipt of it receives notice thereof, of the time of effectiveness of when the Form S-4S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order relating order, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and responses thereto or requests by the suspension SEC for additional information. If at any time prior to the Effective Time any information relating to MWV, RockTenn, TopCo, or any of their respective affiliates, officers or directors, should be discovered by MWV, RockTenn or TopCo that should be set forth in an amendment or supplement to any of the qualification Form S-4 or the Joint Proxy Statement, so that any of United Common Stock constituting Merger Consideration for offering such documents would not include any misstatement of a material fact or sale omit to state any material fact necessary to make the statements therein, in any jurisdictionlight of the circumstances under which they were made, and each of United and Continental shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Actmisleading, the Exchange Act, any applicable foreign party which discovers such information shall promptly notify the other parties hereto and an appropriate amendment or state securities or “Blue Sky” laws and the rules and regulations thereunder in connection supplement describing such information shall be promptly filed with the MergerSEC and, the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans as may be reasonably requested in connection with any such actionextent required by law, disseminated to the stockholders of MWV and RockTenn.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly soon as practicable following the date of this Agreement, Continental the Company and United Parent shall jointly prepare and cause to be filed file with the SEC a joint proxy statement (the “Joint Proxy Statement, ”) in preliminary form and Continental and United Parent shall jointly prepare and cause to be filed file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of Continental the Company and United Parent shall use its reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto. Each of the Company and Parent shall use its reasonable efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of United and Continental shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of to maintain the Form S-4 and Joint Proxy Statement. The Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United and Continental shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand. Each of United and Continental shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of United and Continental (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by the other. Each of United and Continental shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, S-4 through the issuance of any stop order relating thereto or Effective Time and to ensure that it complies in all material respects with the suspension applicable provisions of the qualification of United Common Stock constituting Merger Consideration for offering Exchange Act or sale in any jurisdiction, and each of United and Continental shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminatedSecurities Act. United Parent shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Sky” laws and the rules and regulations thereunder in connection with the Merger, the issuance of Parent Common Stock in the Merger Consideration and under the Company Stock Plans and the issuance of United Common Stock under the Continental Stock Plans. Continental Company shall furnish all information concerning Continental the Company and the holders of the Continental Company Common Stock and rights to acquire Continental Company Common Stock pursuant to the Continental Company Stock Plans as may be reasonably requested in connection with any such action. The parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such or any of its representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly soon as practicable following the date of this AgreementAgreement (but in accordance with Section 6.1(a) of the UTC Disclosure Letter), Continental (i) Raytheon and United UTC shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement, and Continental and United shall jointly prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement will shall be included as a prospectus, and UTC shall file the Form S-4 with the SEC, and (ii) UTC shall cause each of Continental Carrier SpinCo and United Otis SpinCo to prepare and file with or submit to the SEC, a registration statement on Form 10 (which may be in draft form) for each of the Distributions (if the Distribution is effected in compliance with Staff Legal Bulletin No. 4 issued by the SEC) or on Form S-1 (if the conditions described in Staff Legal Bulletin No. 4 issued by the SEC are not expected to be satisfied or if UTC otherwise so determines in response to the request or requirement of the SEC), in each case to register under the Exchange Act or the Securities Act, as applicable, the common stock to be distributed in each of the Distributions (together with any amendments or supplements thereto, the “SpinCo Registration Statements”). Each of Raytheon and UTC shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of United Raytheon and Continental shall furnish all information concerning such Person and its Affiliates to the otherUTC shall, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United and Continental shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand. Each of United and Continental shall use its reasonable best efforts to respond as promptly as practicable to after receipt thereof, provide the other party copies of any written comments from and advise the SEC other party of any oral comments, with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of received from the SEC with respect thereto, each of United SEC. UTC and Continental (i) Raytheon shall cooperate and provide the other an parties with a reasonable opportunity to review and comment on any amendment or supplement to the Form S-4 or the Joint Proxy Statement prior to filing such document with the SEC. Notwithstanding any other provision herein to the contrary, no amendment or response supplement (including by incorporation by reference) to the proposed final version Form S-4 or the Joint Proxy Statement shall be made without the approval of such document both Raytheon and UTC, which approval shall not be unreasonably withheld, conditioned or response) delayed; provided that, with respect to documents filed by a party that are incorporated by reference in the Form S-4 or the Joint Proxy Statement, this right of approval shall apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity; and (ii) provided, further, that this approval right shall include not apply with respect to information relating to a Raytheon Recommendation Change or a UTC Recommendation Change. Raytheon shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to Raytheon’s stockholders, and UTC shall use reasonable best efforts to cause the Joint Proxy Statement to be mailed to UTC’s stockholders, in such document or response all comments reasonably proposed by each case as promptly as practicable after the otherForm S-4 is declared effective under the Securities Act. Each of United and Continental party shall advise the otherother parties, promptly after receipt of it receives notice thereof, of the time of effectiveness when each of the Form S-4S-4 and each SpinCo Registration Statement has become effective, of the time when any supplement or amendment to the Form S-4 has been filed, of the issuance of any stop order relating with respect to the Form S-4 or either SpinCo Registration Statement, or of any request by the SEC for amendment of the Form S-4 or the Joint Proxy Statement or comments on the Form S-4 or the Joint Proxy Statement and responses thereto or requests by the suspension SEC for additional information relating thereto. If at any time prior to the Effective Time any information relating to Raytheon, UTC or any of their respective affiliates, officers or directors, should be discovered by Raytheon or UTC that should be set forth in an amendment or supplement to any of the qualification of United Common Stock constituting Merger Consideration for offering Form S-4 or sale in any jurisdiction, and each of United and Continental shall use its reasonable best efforts to have the Joint Proxy Statement so that any such stop order document would not include any misstatement of a material fact or suspension liftedomit to state any material fact necessary to make the statements therein, reversed or otherwise terminated. United shall also take any other action (other than qualifying to do business in any jurisdiction in light of the circumstances under which it is they were made, not now so qualified) required to be taken under the Securities Actmisleading, the Exchange Act, any applicable foreign party that discovers such information shall promptly notify the other party and an appropriate amendment or state securities or “Blue Sky” laws and the rules and regulations thereunder in connection supplement describing such information shall be promptly filed with the MergerSEC and, the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans as may be reasonably requested in connection with any such actionextent required by Applicable Law, disseminated to the stockholders of Raytheon and UTC.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly as reasonably practicable following the date of this Agreement, Continental Live Nation and United Ticketmaster shall jointly prepare and cause to be filed with the SEC a joint proxy statement to be sent to the stockholders of each of Live Nation and Ticketmaster relating to the Live Nation Stockholders Meeting and the Ticketmaster Stockholders Meeting (together with any amendments or supplements thereto, the “Joint Proxy Statement, ”) and Continental and United Live Nation shall jointly prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, and each of Continental Live Nation and United Ticketmaster shall use its their respective reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as reasonably practicable after such filingfiling and to keep the Form S-4 effective as long as is necessary to consummate the Merger and the transactions contemplated thereby. Each of United Ticketmaster and Continental Live Nation shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The , and the Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United Ticketmaster and Continental Live Nation shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on the one hand, and the SEC, on the other hand. Each of United Ticketmaster and Continental Live Nation shall use its reasonable best efforts to respond as promptly as reasonably practicable to any comments from the SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of United Ticketmaster and Continental Live Nation (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and ), (ii) shall include in such document or response all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other, which approval shall not be unreasonably withheld, conditioned or delayed. Each of United Ticketmaster and Continental Live Nation shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of United Common Stock constituting the Merger Consideration for offering or sale in any jurisdiction, and each of United Ticketmaster and Continental Live Nation shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United Each of Ticketmaster and Live Nation shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Skyblue sky” laws and the rules and regulations thereunder in connection with the Merger, Merger and the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans as may be reasonably requested in connection with any such actionConsideration.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly as practicable following after the date execution of this Agreement, Continental (i) Parent and United the Company shall jointly prepare and cause to be filed file with the SEC the joint proxy statement (as amended or supplemented from time to time, the “Joint Proxy Statement, and Continental and United shall jointly prepare and cause ”) to be filed sent to the stockholders of Parent relating to the meeting of Parent’s stockholders (the “Parent Stockholders’ Meeting”) to be held to consider the Parent Share Issuance and to the stockholders of the Company relating to the meeting of the Company’s stockholders (the “Company Stockholders’ Meeting”) to be held to consider adoption of this Agreement and (ii) Parent shall prepare (with the Company’s reasonable cooperation) and file with the SEC a registration statement on Form S-4 (as amended or supplemented from time to time, the “Form S-4”), in which the Joint Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the Parent Common Stock to be issued in the Merger and each the shares of Continental Parent Common Stock into which the Parent Convertible Preferred Stock will be convertible. Each of Parent and United the Company shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of United and Continental shall furnish all information concerning such Person and its Affiliates filing (including by responding to the other, and provide such other assistance, as may be reasonably requested in connection with the preparation, filing and distribution comments of the Form S-4 and Joint Proxy Statement. The Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United and Continental shall promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to the Form S-4 or Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its RepresentativesSEC), on one hand, and the SEC, on the other hand. Each of United and Continental shall use its reasonable best efforts to respond as promptly as practicable to any comments from the SEC with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoingand, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of United and Continental (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by the other. Each of United and Continental shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness effective date of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of United Common Stock constituting Merger Consideration for offering or sale in any jurisdiction, and each of United and Continental Parent shall use its reasonable best efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. United shall also take any other all action reasonably required (other than qualifying to do business in any jurisdiction in which it is not now so qualifiedqualified or filing a general consent to service of process in any such jurisdiction) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Sky” laws and the rules and regulations thereunder Laws in connection with the MergerParent Share Issuance, the issuance of the Merger Consideration Parent Convertible Preferred Stock and the issuance of United the Parent Common Stock under upon the Continental Stock Plansconversion of the Parent Convertible Preferred Stock. Continental Each of Parent and the Company shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans as may be reasonably requested by the other in connection with any such actionaction and the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statement. As promptly as practicable after the Form S-4 shall have become effective, each of Parent and the Company shall use its reasonable best efforts to cause the Joint Proxy Statement to be mailed to its respective stockholders. No filing of, or amendment or supplement to, the Form S-4 will be made by Parent, and no filing of, or amendment or supplement to, the Joint Proxy Statement will made by Parent or the Company, in each case without providing the other party a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to the Company or Parent, or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Parent and the Company. The parties shall notify each other promptly of the time when the Form S-4 has become effective, of the issuance of any stop order or suspension of the qualification of the Parent Common Stock or Parent Convertible Preferred Stock issuable in connection with the Merger for offering or sale in any jurisdiction, or of the receipt of any comments from the SEC or the staff of the SEC and of any request by the SEC or the staff of the SEC for amendments or supplements to the Joint Proxy Statement or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement, the Form S-4 or the Merger.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly as practicable following after the date execution of this Agreement, Continental (i) Boat and United Island shall jointly prepare and cause to be filed with the SEC SEC, the Joint Proxy StatementStatement to be sent to the stockholders of Boat and the stockholders of Island, as applicable, relating to the Boat Stockholders Meeting and Continental the Island Stockholders Meeting and United (ii) Boat and Island shall jointly prepare and cause to be filed Holdco shall file with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, in connection with the registration under the Securities Act of the shares of Holdco Common Stock to be issued in the Mergers. Each of Boat, Island and each of Continental and United Holdco shall use its reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filingfiling (including by responding to comments of the SEC) and, prior to the effective date of the Form S-4, each of Boat, Island and Holdco shall take all action reasonably required to be taken under any applicable securities Laws in connection with the issuance of Boat Common Stock. Each of United Boat and Continental Island shall furnish all information concerning such Person and its Affiliates to the other, and provide such other assistance, as may be reasonably requested by the other party in connection with any such action and the preparation, filing and distribution of the Form S-4 and the Joint Proxy Statement. The Form S-4 and Joint Proxy Statement shall include all information reasonably requested by such other party to be included therein. Each of United and Continental shall As promptly notify the other upon the receipt of any comments from the SEC or any request from the SEC for amendments or supplements to as practicable after the Form S-4 or Joint Proxy Statement shall have become effective, each of Boat and shall provide the other with copies of all correspondence between it and its Representatives, on one hand, and the SEC, on the other hand. Each of United and Continental Island shall use its reasonable best efforts to respond as cause the Joint Proxy Statement to be mailed to its respective stockholders. No filing of, or amendment or supplement to, the Form S-4 will be made by Holdco, and no filing of, or amendment or supplement to, the Joint Proxy Statement will be made by Boat or Island, in each case without providing the other party with a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time any information relating to Boat or Island, or any of their respective affiliates, directors or officers, should be discovered by Boat or Island which should be set forth in an amendment or supplement to either the Form S-4 or the Joint Proxy Statement, so that either such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly as practicable notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the stockholders of Boat and the stockholders of Island. Each party shall notify the other party promptly of the time when the Form S-4 has become effective, and of the issuance of any comments stop order or suspension of the qualification of the shares of Holdco Common Stock issuable in connection with the Mergers for offering or sale in any jurisdiction. In addition, each party agrees to provide the other party and its legal counsel with copies of any written comments, and shall inform the other party of any oral comments, that such party or its counsel may receive from time to time from the SEC or its staff with respect to the Form S-4 or Joint Proxy Statement. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of United and Continental (i) shall provide the other an opportunity to review and comment on such document or response (including the proposed final version of such document or response) and (ii) shall include in such document or response all comments reasonably proposed by the other. Each of United and Continental shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of United Common Stock constituting Merger Consideration for offering or sale in any jurisdictionsuch comments, and each of United any written or oral responses thereto. Each party and Continental their respective counsel shall use its be given a reasonable best efforts opportunity to have review any such stop order or suspension lifted, reversed or otherwise terminated. United written responses and each party shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Sky” laws and the rules and regulations thereunder in connection with the Merger, the issuance of the Merger Consideration and the issuance of United Common Stock under the Continental Stock Plans. Continental shall furnish all information concerning Continental and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant give due consideration to the Continental Stock Plans as may be reasonably requested in connection with any such actionadditions, deletions or changes suggested thereto by the other party and their respective counsel.

Preparation of the Form S-4 and the Joint Proxy Statement; Stockholders Meetings. (a) As promptly soon as reasonably practicable following the date of this Agreement, Continental the Company and United shall Parent will jointly prepare prepare, and cause to be filed Parent will file with the SEC the Joint Proxy StatementSEC, and Continental and United shall jointly prepare and cause to be filed with the SEC the Form S-4, in which the Joint Proxy Statement will be included as a prospectus, . Each of the Company and each of Continental and United shall Parent will use its commercially reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing, ensure that the Form S-4 complies in all material respects with the applicable provisions of the Exchange Act and keep the Form S-4 effective for so long as necessary to complete the Mergers. Each of United the Company and Continental shall Parent will furnish to the other party all information concerning such Person and itself, its Affiliates to and the other, holders of Shares and Parent Common Stock and provide such other assistance, assistance as may reasonably be reasonably requested required by such other party in connection with the preparation, filing and distribution of the Form S-4 and Joint Proxy Statement. The Form S-4 Company and Joint Proxy Statement shall include all information reasonably requested by such Parent will, as promptly as practicable after receipt thereof, provide the other party to be included therein. Each copies of United any written comments and Continental shall promptly notify advise the other upon the receipt party of any comments from the SEC or any request from the SEC for amendments or supplements oral comments, with respect to the Form S-4 or the Joint Proxy Statement and shall provide the other with copies of all correspondence between it and its Representatives, on one hand, and received from the SEC, on the other hand. Each of United the Company and Continental shall Parent will use its commercially reasonable best efforts to respond as promptly as practicable to any comments received from the SEC with respect to the Joint Proxy Statement, and Parent will use its commercially reasonable efforts to respond as promptly as practicable with respect to any comments received from the SEC with respect to the Form S-4. Notwithstanding any other provision herein to the contrary, no amendment or supplement (including by incorporation by reference) to the Joint Proxy Statement or the Form S-4 will be made without the approval of both the Company and Parent, which approval will not be unreasonably withheld, conditioned or delayed; provided, however, that with respect to documents filed by a party that are incorporated by reference in the Form S-4 or Joint Proxy Statement, this right of approval will apply only with respect to information relating to the other party or its business, financial condition or results of operations, or the combined entity, and provided further, that this approval right will not apply with respect to information relating to a Company Adverse Recommendation Change or Parent Adverse Recommendation Change. Notwithstanding the foregoing, prior to filing the Form S-4 (or any amendment or supplement thereto) or mailing in definitive form the Joint Proxy Statement (or any amendment or supplement thereto) ), or responding to any comments of received from the SEC with respect thereto, each of United the Company and Continental (i) shall Parent will cooperate and provide the other an a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response) ). The Company will use its commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to the Company’s stockholders entitled to notice of and (ii) shall include to vote at the Company Stockholders Meeting, and Parent will use its commercially reasonable efforts to cause the Joint Proxy Statement to be mailed to Parent’s stockholders entitled to notice of and to vote at the Parent Stockholders Meeting, in such document or response all comments reasonably proposed by each case as promptly as practicable after the otherForm S-4 is declared effective under the Securities Act. Each of United and Continental shall Parent will advise the other, Company promptly after receipt of it receives notice thereof, of the time of effectiveness of when the Form S-4S-4 has become effective or any supplement or amendment has been filed, the issuance of any stop order relating thereto or thereto, the suspension of the qualification of United the Parent Common Stock constituting issuable in the First Merger Consideration for offering or and sale in any jurisdiction, or any request by the SEC for amendment of the Joint Proxy Statement or the Form S-4 or comments thereon and each of United and Continental shall responses thereto or requests by the SEC for additional information. Parent will use its commercially reasonable best efforts to have any such stop stop-order or suspension lifted, reversed or otherwise reversed, vacated and terminated. United shall Parent also will use commercially reasonable efforts to take any all such other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) reasonably required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “Blue Skyblue sky” laws Law and the rules and regulations thereunder in connection with the Merger, the issuance of the Merger Consideration Parent Common Stock in the First Merger, and the issuance of United Common Stock under the Continental Stock Plans. Continental shall Company will furnish all information concerning Continental the Company and the holders of the Continental Common Stock and rights to acquire Continental Common Stock pursuant to the Continental Stock Plans Shares as may be reasonably requested in connection with such actions. If at any time prior to the First Effective Time any information relating to the Company, Parent or any of their respective Affiliates, officers or directors, should be discovered by the Company or Parent that should be set forth in an amendment or supplement to any of the Form S-4 or the Joint Proxy Statement, so that any of such actiondocuments would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not false or misleading, the party which discovers such information will promptly notify the other parties hereto, and the Company and Parent will cooperate, in good faith, in the prompt filing with the SEC of any necessary amendment or supplement describing such information and, to the extent required by Law, prompt dissemination of such information contained in such amendment or supplement to the stockholders of the Company and Parent, as applicable.